Diseases linked to atherosclerosis are the leading cause of death in the United States. Transmigration of monocytes across the endothelial layer and their differentiation into macrophages play an important role in the initiation and progression of atherosclerosis. These monocyte-derived macrophages internalize modified LDL in the arterial wall and drive the pathogenesis of atherosclerosis. Recent studies have shown that pharmacological depletion of foamy monocytes inhibits atherosclerosis development in mice, identifying monocyte uptake of plasma LDL as a therapeutic target in atherosclerosis. However, the precise mechanisms by which monocytes internalize plasma LDL remain unknown. The goal of our study was to investigate the role, and relative contribution, of macropinocytosis and scavenger receptors ( Cd36 and Sr-a ) to foamy monocyte formation. The presence of foamy monocytes was confirmed in hypercholesterolemic mice and humans via flow cytometry analysis of Nile Red fluorescence. High resolution scanning electron microscopy and flow cytometry analysis of dextran internalization confirmed macropinocytosis stimulation in THP-1 and primary murine monocytes. Stimulation of macropinocytosis in monocytes induced uptake of both native LDL and oxLDL, leading to foamy monocyte formation in vitro . Pharmacological (EIPA) and genetic inhibition of macropinocytosis ( Lysm - CreER T2+/- Nhe1 -/- ) inhibited foamy monocyte formation (58.9%) in hypercholesterolemic mice in vivo . RT-PCR confirmed expression of Cd36 and Sr-a in monocytes and deletion of Cd36 and Sr-a inhibited foamy monocyte formation in hypercholesterolemic mice (10.3%) compared to wild type controls. FACS and bulk RNA sequencing characterized monocyte subsets including classical, intermediate, and non-classical monocytes in hypercholesterolemic Cd36 -/- / Sr-a -/- and Lysm - CreER T2+/- Nhe1 -/- mice and their respective wild type controls. Mechanistic studies identified NADPH oxidase 2 (Nox2) and downstream redox regulation of actin-cytoskeleton as a major stimulator of monocyte macropinocytosis. These results provide novel insights into the mechanisms of foamy monocyte formation and potentially identify new therapeutic targets in the treatment of atherosclerosis.